Superior Spider Team
by Tomzilla99
Summary: Spiderman has killed Doctor Octopus. Now filled with guilt and deciding to lead his own team, he has put all his efforts to become Superior. –Starts off at 'Amazing Spider-man 698 to 700'.
1. Chapter 1

**This story is an AU so don't get mad or send bad reviews if it's not entirely canon. Just good reviews please. And this is for Peter Parker fans so that means that Peter is the Superior Spider-man. I'm not bashing on anyone who likes Doc Ock as Spidey but this is how I'm writing it okay? Okay, now Enjoy.**

**In their final battle Peter Parker has accidently killed Doctor Octopus. With guilt killing him and his old self fading, going near a breaking point several of his friends on each Superhero team decide to help him. Will they successful or will Spiderman forever keep his guilt?**

_Author's notes PLEASE READ!_** -Basically retelling Superior Spider-man with Peter Parker still as Spider-man, and with him leading his own team. i'm sure you can that by the title, also with a few of my own twists like Peter's Uncle Ben and Otto Octavius being best friends, I did say this was AU so that means I can put AU friendships so just try to imagine that. Also a few pairings so look out for that. Takes place before the Lizard 'No Turning Back' arc because I have something special planed. Rogue and Magneto never happened because that's really just F-ing disgusting in my opinion, sorry people who like that but it is. Takes place during All New X-men. Luke Cage's Avengers are still around because that was one of my favorite teams. The Fantastic Four are still around. One or two things relating to the Spiderman 90's TV show. A few things relating to The Amazing Spider-man movie because I know how popular it is. Most of the superheroes know who Spiderman is so don't get confused. There will be a few pairing in this story, some will be unexpected. And I kind of like the idea where Spiderman has a sidekick. And I'll let you know in the future if any 'other' ideas come to mind enjoy.**

**I do not own Marvel**

* * *

Peter Parker aka The Amazing Spiderman had only a few things to say...

"My name is Peter Parker, and today is the best day of my life."

Our wed swinging hero said as he was swinging through New York City thinking how great his life is lately, there weren't crimes today, he got a raise at his job at Horizon labs, his aunt May is going to be alright, managed to be on time for Avengers and New Avengers meetings and missions, he's been helping Johnny pull some pranks on Ben Grim, his friendship with the X-men has been doing especially after what has happened recently. Yep everything seemed right as rain...

"Give us your money lady!"

Well not everything. Spidey looked down to see two thugs trying to rob a woman so our hero goes and does what he does best.

"Aw come on guys it's such a beautiful day today couldn't you have robbed someone on a rainy day?" Spiderman asked mockingly.

"The Web-Head!"

"The Wall-Crawler!"

"Not just that but I'm also The Spectacular, The Sensational, The Amazing Spider-man! Thank you, thank you hold your applause please."

"Waste him!"

The two thugs started firing at the red and blue hero but he webbed up their guns then delivered a punch to the first one and kicked the second knocking them both out. Then he webbed them both to a building wall.

"Looks like there both 'webbed up' heh, heh." Spiderman joked.

"Even though ah didn't need it thanks for the help 'sugar'" the woman said in a southern accent.

"Well no problem..." Spiderman turn to see the he just saved was...

"R-Rogue?"

The woman let down her to reveal she has green eyes, brown hair with a white streak in it, it wasn't until then that Spidey finally noticed that was wearing a green jacket with some parts of white on her it, green pants, darker green long boots and white gloves, it was indeed Anna Marie but known to most as Rogue

"Hey ...Pete. Ah'm a bit surprised you didn't know it was meh Ah mean a girl who all green with a bit of white. Ah think even Johnny Storm could've figured that out." She laughed a bit.

"Heh, heh yeah guess it was the two guys with guns"

"Heh heh yeah Ah guess your right"

Spiderman's expression changed into a serious one.

"Rogue how are you and the other X-men holding up after-

"Ah'm okay Peter. We all are it's just that ...it's just hard to believe that he's gone." She said sadly.

Peter knew what she meant. She and the X-men had lost Charles Xavier. It was just as he felt when he lost his uncle Ben. So he had spent the last little while trying to comfort his friends in the X-men, he knew a thing or two about loss. He put his hand on her shoulder and gave a gentle squeeze, when she faced him he saw there was a tear down her cheek, he moved his hand and wiped away the tear.

"Hey come on, a pretty face like yours shouldn't have tears on it." Peter said softly.

"Oh stop you flatterer...Xavier was like a father to us, and ah don't know what's going to happen to the X-men now."

"You'll get through it, I know you will"

"Thanks ah-

But there conversation was cut short because they heard a cry for help nearby.

"HELP! SOMEBODY HELP!"

_'*sigh* And just when the peace was just getting enjoyable'_ he thought then turned to face Rogue "Hey you want to come with?" he asked.

"Alright let's go" Rogue said

Spiderman put his arm around Rogue's waist and jump in the air shooting a web line, but he failed to notice the slight blush she had. They reached where they heard the cry for help but see anything until they heard...

"SPIDER-MAN HELP!"

They landed on the ground to see the guy causing the trouble.

"Stay where you are fools! Or I Destructor will fry you both where you stand!" Destructor said dramatically

"Mah god who talks like that?" Rogue asked already annoyed at this person.

"Pretty much every old fashion super villain alive." Spiderman jokily said.

The duo charged at the villain while he kept a shocked expression

"W-Wait-"

Rogue delivered a kick to his gut while Spiderman punched him in the face knocking out cold.

"-he was a 'bluffer'" a police officer said.

"A 'bluffer'" they both asked

"He doesn't have any powers just a suit and two dollar sparklers in his gloves that's really just it, lately a bunch of crooks are trying to play supervillain."

"Unbelievable." Spiderman said as Rogue face palmed.

"No one is blaming you two."

"Blaming us for what?" Rogue asked not sure where the cop was going with this.

"For hitting him like you two were taking on the Hulk ...but I am going to have to bring you both to the station." The officer said.

"Under what charge?" Rogue asked

"Oh, no charges just need you to fill out some paper-

"Sorry but we gotta go" Spiderman cut in.

"What? Why?" the cop asked as Rogue just looked at him.

"Duty calls or in this case the Avengers." He answered showing his Avengers I.D. glowing. Then he picked up Rogue and swung away. While they were swinging Spiderman decided to break the silence.

"So... when exactly did you learn to control your powers again?" He asked a little embarrassed that he forgot.

"Ta be honest with ya, ah can't even remember." She admitted. **(NOTE: I can't remember if-or-if not she can control them so just go with it here, I did say this was AU)**

"And another question I have to ask is ...how come you don't like when someone calls you by your real name?" He asked curious why the mutant women didn't like to use her real name anyway.

"A-Ah just prefer it if people call meh Rogue if that's alright" Rogue said in a sad voice.

"Alright, but just so you know ...Anna, it's a nice name" He said honestly.

"Thanks"

After another moment of silence Spiderman once again broke it.

"Say I don't mind giving you a ride an' all but ...can't you fly?" Peter asked probably forgetting something.

Rogue was about to answer until they realised they made it to the prison boat to the Raft. The guards noticed Spiderman landed in right front of them, they were about to ask the reason why he was here when...

"Don't worry fella's, it's your friendly neighborhood Spider-man, Avenger, with his trusty sidekick Rogue!" Spidey joked, and with that Rogue gave him a punch to the arm.

"Ow ...anyway we supposed to join up with the Avengers at the Raft

"Alright let's move out" One of the guards said.

They entered the boat as it started, then they were there way to probably save the world again and real soon seeing how they finally made it to shore. As they exited the boat, they the Avengers Captain America, Wolverine, Hawkeye, and Spider-Woman. Peter smiled seeing his two friends, because unlike most people he was actually supportive of Clint and Jess's relationship, although he did feel bad for Bobbie.

"Rogue what are you doing here?" Wolverine asked a bit surprised.

"Ah was just in the neighborhood and decided to stop by." She replied while smirking.

"No I mean ...what are you doing with him?" He asked pointing at Spiderman.

"Oh uh, we met up around the time you guys called. She wanted to come with so I gave her a ride.

"We just got here" Spider-Woman muttered.

"A ride?!" Wolverine growled.

Spiderman and Rogue started to blush as the others grinned except wolverine.

"NOT IN THAT WAY!" They both said.

"Oh Spidey you sly dog you" Hawkeye chuckled, as Jessica was giggling, Cap was smirking, which only made Peter and Rogue blush harder and Wolverine growl more.

"You should talk Clint. In fact has that arrow pierced that web yet you two?" The red and blue hero asked while grinning at Clint and Jessica who they were the ones blushing now.

"Alright everyone even though this is rather enjoyable, we need to get down to business" the red, white, and blue hero said.

"Right. So did someone break out again Cap?" Spiderman asked.

"No, I called you all here because of you Spiderman."

"Me?"

"One of you villains ...he dying and-

"It's Octavius isn't it" Pete asked in a sad voice.

"Yes and he's asking for you."

"I understand"

"No you don't. He's not asking for Spiderman. He's asking for Peter Parker." Captain America finished as the other heroes were shocked to hear this.

He took a deep breath" Okay ...I want to see him"

"Alright let's go." Steve said and his hand on Peter's shoulder. They were all worried for Peter, they heard that Octavius used to be his teacher and inspired him to become a scientist, Logan and Jess even heard a rumor that Octavius almost married his aunt.

As the heroes were walking though the prison Spider-Woman decided to break the uneasy silence.

"Cap? Isn't this going to look a little... suspicious?" she asked a little worried.

"No it's just Spiderman paying his respects to an old foe. Nothing more, nothing less" Cap reassured her.

"Hey kid if he starts messing with your head... nobody here will care if he pops off ahead of schedule. Ya got that?" Wolverine growled.

"Logan, don't..." Rogue started.

"Nice. Say that a little loader why don't you?" Hawkeye said sarcastically.

"Well, well, well the prodigal son returns" a new voice said.

This caused everyone to stop and everyone except Spiderman looked to the left to see the man in a prison cell was Alistair Smythe, The Spider Slayer.

"Heard about Otto huh? He's clinging to life and it's only now he finally wakes up. And who better of all people decide to show and say goodbye, heh, heh how cute." Smythe said evilly.

"Look Spider Slayer, Spiderman is here to speak with Octavius not you. Now if excuse us." Captain America said glaring at Smythe.

But the Slayer didn't listen to him and continued "You know you should 'adopted' a different reason for coming here boy." He grinned evilly.

All the heroes except Spidey looked at Smythe with shocked.

"It's true boy, I know all about you. And don't worry I have intention of sharing your little secret, that's between the two of us. And looking back at everything that happened in the past, I must say, under all the powers, under the webs, under that costume, under all the jokes, puns, witty retorts, and one liner's. Under everything that makes you Spiderman you're just a frightened child crying for your mother, father and dear old uncle. You know it would be funny if it wasn't so pathetic. ...Oh what the hell I'll laugh anyway. HA, HA, HA, HA, HA, HA, HA, HA, HA, HA, HA!"

He insane scientist continued to laugh as the other heroes looked at Spiderman clearly worried about him, even Wolverine. Peter's fists tightened but continued to walk forward. Logan finally starting to lose his temper, turned to Smythe

"Listen bub if you like living, I'd be careful if you don't want to die." He said extending his claws.

"Oh how cute you all care. Heh, heh then know this, one day I will return and before I kill Spiderman I will kill all of you. Avengers, X-men, Fantastic Four, I'll kill you all." The Spider Slayer said darkly.

The Avengers just ignored him and joined Spiderman who had just made it to Doctor Octopus's prison cell.

"Avengers on deck." A prison guard announced.

"Cap? If... if it's alright, I want to do this myself. You can watch through the window if you want but no guards, no cameras, just me and him." Pete said still sounding a little sad.

"Of course." Cap replied.

"Thanks. I'll be out in a minute or two." He finished as he walked in the cell. He saw that Otto was on even more life support.

"Hey Otto it's me, Just like you wanted. There something you want?"

"P-Pe-Peter Parker..." Doctor Octopus said weakly.

"*sigh* yeah... yeah I'm Peter Parker" He replied.

"I... knew... i-it... you're Peter Parker"

"Yes Otto, I am. Look you and I both know you don't have much time, so I just wanted to say... goodbye my old teacher. Even though you tried to kill me many times, tried to take over the world many times, and then tried to destroy it, I still have some respect for you. You used to teach me everything about science, you inspired me to be a scientist, and I know you were a close friend to my aunt and uncle, hell you almost married my aunt, but I can't forgive you, not after everything you've done. So this is it Otto, I'm sorry things had to go down like this, this is our last meeting and the last day of your evil, you only have a few hours left to live. If you remember anything remember that I always won, and still respected you. As I said before, this is your legacy, nothing. Have a nice day Doctor Octopus." Peter finished his speech.

"HKK" Otto tried to say something but...

BEEEEEEEEEE—

_'Oh no' _"MEDIC" Spidey shouted as the med team came running in

"I think it's his heart doc." The web-head said.

"Look at those readings."

"Ready the Paddles."

"Is there anything I can do?" Pete asked but then felt a pull on his arm. He looked behind him and saw Rogue with her hand on it.

"Come on Spidey. Let's go."

They left the cell to meet the other heroes.

"Man webs what happened in there?" Clint asked.

"Wait. Did ya do it? Did you snuff the old bastard?" Logan asked surprised

"Spider..." Rogue trailed off.

"No I just said my goodbyes... he didn't take well." Spiderman said feeling a lot of guilt.

"Spidey? Are you going be alright son?" Cap asked worried about his friend.

"I... I will be, just give some time alright?"

"Of course, but don't forget about tonight." The red, white, and blue hero said.

"What's happening tonight?"

"The Avengers, X-men, Fantastic Four and a few other heroes are coming to a press conference regarding recent events of the Uncanny Avengers and we were hoping you'd come. It will be held at Avengers tower. We're hoping to show the people that they're safe." Cap answered offering to shake his hand.

"Alright I'll be there. Just give me some time to clear my head." Spidey replied shaking his hand.

"No problem. Come on we have a Quinjet prepped and ready to take us off the Raft."

The Avengers started moving to the jet but Rogue put her hand on Spidey's shoulder.

"Are ya SURE you're okay?" She asked.

"I-I will be don't worry." He said as they got on the jet and left the Raft. Inside the Quinjet Spidey noticed his hands started shaking but then stopped.

_'Weird'_ he thought as looked at his hands then out the window.

**Hours latter**

Spiderman received word from Captain America that it was time for the Uncanny Avengers to have their press conference regarding the 'human, mutant relation' hoping things won't go insane after the whole AVX thing, and Cyclops's imprisonment and escape, and Norman Osborn's little rampage before going into a coma, so it was up to the Avengers and the other heroes to try and keep the people from panicking. He hoped everything went well tonight. The last thing he needed was Jameson blaming him for whatever went wrong, and sending his Anti-Spiderman group after him, he could now 'Spiderman ruins real heroes press conference he's a MENACE!' yup he hoped nothing went wrong... really. He made it to Avengers tower and was greeted by two of the founding members of the new team, The Uncanny Avengers Havok, and Captain America.

"Hey Spiderman! Glad you could make it." Havok greeted shaking Spiderman's hand

"Told you he'd make it didn't?" Cap remarked smirking.

"What? Am I late?" Spidey asked.

"Actually you're surprisingly early." Havok laughed.

"Ok I'll leave."

"Ah come on." Havok said grabbing his shoulder and pulling him inside. He noticed that he was indeed early seeing how there weren't many heroes here yet. The ones are were Hawkeye and Spider-Woman taking with The Thing, Falcon, Moonknight, and She Hulk drinking a few beers, Beast and Shang-Chi taking about science and magic. It's rare to see those to talking especially after how easily mad Beast gets from Protector's betrayal. He saw Daredevil and mockingbird play cards with Hank Pym and Tigra, and the former Captain marvel Monica Rambeau walked over to Captain America.

"Cap? You want me to go get the rest of the New Avengers?" she asked.

"Yes, thank you." He replied then Monica flew off.

"Well Spidey the conference isn't going to start for awhile so you're free to explore the tower if you want." Havok said putting his hand on his shoulder.

"Alright."

"Uh but I do recommend it."

"Why?" he asked but Alex just pointed to the reason why. The Mayor of New York City, J Jonah Jameson had just arrived, along with Jay Jameson senior, Peter's Aunt May, Glory Grant, Carlie Cooper, Max Modell and the rest of the Horizon Labs employs arrived. Most of his civilian friends were here except for Mary Jane who moved to Brooklyn after the Spider-Island Problem.

"What are they doing here?"

"The mayor and his secretary are here for the conference and I think those other people are here to watch I guess, seems kinda early though." Alex explained.

"Well I'd better go before 'J Jonah Flathead' throws another fit with me." Spidey said then started walking to the kitchen. When he got there he that Ben Grimm and Shang-Chi were grabbing a couple drinks until they noticed Spiderman.

"Hey web-head**/**Hello Spiderman" they both greeted.

"Hey guys what's up?"

"Not much, just grabbing a few drinks to wait out the time is all." The Thing said.

"Indeed. But Peter my friend, are you alright?" Shang-Chi asked.

"Yeah, why?"

"We heard about Octavius."

Spidey expression changes to a sad one. "Oh"

"Look we're sorry webs really, once teacher to villain, must suck." Thing said. As the kung-fu master gave Ben an 'are you serious' look.

"I'll be fine guys, I just need some time." He reassured them.

"Very well, we shall see you at the meeting." Shang-Chi shook his hand.

"Latter Webs, and if you need anything, anything at all, just let us know." The blue eyed Thing said.

"Thanks guys, I mean that." He thanked them, and as they walked out of the kitchen, our wed headed hero chose to walk through another hallway. He understood why his friends were trying to help comfort him with what was going on, but to him, he just needed to be a alone for awhile. As he was walking down the empty hallway, his Spider Sense kicked in.

_'What? Spider Sense? But why, there's no danger anywhere.'_ He thought as he looked around. He saw nothing and continued to his walk. He walked a couple more minutes until he noticed Rogue looking out one of the windows.

"Hey Rogue!" Spiderman waved to her.

"Peter? What are you doing here?" The brunette and white haired woman asked.

"I was just going for a walk until I saw you here." He explained.

"Uh-huh, for a moment ah thought you were fallowing meh." She smirked.

"N-No really, I was just-"

"Relax Peter, Ah'm just kidding."

"Ha, ha ...yeah"

One awkward silence moment latter

"Soooo Rogue what are you doing here? Shouldn't you be with the others?" Spidey asked.

"That's the thing, Ah'm not sure that I deserve to be an Avenger." Rogue said sadly.

"What are you talking about?"

"Ah've done terrible things Peter. I was once a member of the Brotherhood of Mutants, fought the Avengers twice, had to get a real ass kicking to realize joining up with Cyclops was a bad idea, and you already know mah history with Carol." She sadly said again and turning her head away.

"Look we've all made mistakes, some worse than others, some better than others, but it doesn't matter, what matters is the here and now. And if you ask me, everyone deserves to have a second chance, and you earned the right to be an Avenger." Peter said seriously while putting his hand on her shoulder.

"Ah know, but it's hard, ah mean it's not like you ever crossed the line before, it's harder than you think." Rogue said rather strongly. It wasn't until Spiderman put his head down she realized she may have went too far.

"Peter ah ...ah'm sorry, ah didn't mean to-"

"It's alright Rogue, really." He started as Rogue was mentally slapping herself "besides I don't know what would happen if I ever crossed the line, honestly I'm scared to know, I managed to stop myself many times from putting blood on my hands but that's because I always remember a few certain words." He finished.

"So Pete, what were those words you keep talking about?" asked Rogue.

"Oh heh, nothing really just something my uncle used to say. But there came a time I never listened, it was before I Became Spiderman." Peter told her, as Rogue looked at him wide eyed.

"The last time I saw my uncle we argued. It's ironic, he raised me ever since my parents left me, and the time I see him we fight." He said sadly.

"Ah'm sorry, ah didn't know." She also said sadly. Then Rogue put her hand on Spiderman's hand.

"He ...he's the one who told me those words, and taught me them, and I vowed to live up to those words and the actions that come with them." Spidey finished turning his head looking at Rogue as did the same thing as the two just stared at each other.

"How cute, but you failed to tell her what those words were ...my old student." A weak voice said.

Spiderman and Rogue turned their bodies around in shock to see a group of villains consisting of Scorpion, Hydro man, Trapster, Titanium man and Lady-Deathstrike, but the one leading the villains scared the two of them. He was wearing a white coat, black pants, and had four mechanical arms coming from his back. It was Otto Octavius. Doctor Octopus has returned for the final battle.

"And now for the final piece of my master plan, get him!" Octopus said pointing at Spiderman.

"That's it?! Get him?!" Scorpion shouted in disbelief.

"Ohhh no Gargan. I want you, Hydro man, and Titanium man to go kill the civilians and other heroes in the building, Deathstrike, Trapster kill the Girl" Ock pointed Rogue as the two spoken of villains charged at her. Spiderman tried to intercept but was struck in the back by one of Octavius "And worry Gargan, I made sure Jameson's available." He grinned.

"JAMESON"S HERE?! Water boy, tin man let's go!" Gargan shouted.

Octopus swings one of his arms at Spiderman as he grinned evilly. "Tsk, tsk look what I've done. It would shame if I said Wolverine is with them"

"Wolverine..." Deathstrike growled as she let go of Rogue's throat. "Trapster come, we're going with the others."

"B-But what about Ock, ...and our money?" Trapster asked.

"It does not matter, as long as I can kill that dog" she said as the both of them ran off.

"You know, come to think of it, I don't even think Wolverine it present yet. And will she kill everyone until she finds him." Ock once again grinned evilly.

"Oh no you don't! Tower defenses activate, stun only!" Spiderman commanded, but when the turrets came, they were firing at Spiderman and Rogue.

"W-What's going on?!" Rogue shouted in shock and confusion.

"T-That's not supposed to happen!" Spidey shouted.

"Fool, why do you think the alarms didn't go off when I came here for our final battle?" Ock asked.

"W-What did you do?" The red and blue clad hero asked dodging the gun and laser fire.

"You mean you haven't realized it yet? Fool! I plan it all!"

"What?"

"I knew about this little superhero interview, so changed the times for my liking."

"You ...you mean that-"

"Yes I changed the schedules time for the audience to arrive. In fact the news crew should already be here now."

"B-But how ...you were in prison, and couldn't even move."

"Why do you think I am called the Master Planer?"

"I... I..."

"I believe you have more to worry about my old student."

"Damn it! Rogue!" Peter turned his head to her, about to ask her to help him out.

"Don't worry, Ah'm on it!" She waved as she started chasing the villains.

"No! That's not what I meant!" Spidey shouted to her. But it was too late, she already left after them.

"Well, well isn't this quite the problem you have. I suppose since you're following your uncle's meaningless words I suppose you are honor bound to protect and save innocent people leaving the Master Planer to ...plan. Have fun watching your friends and family die Mr. Parker." Doctor Octopus mocked.

"You ...you monster!" Spiderman glared at Octopus then webbed him, the lasers, and the part of the hall.

"I'll be back, Otto" Peter growled at him. And that he swung after Rogue.

**Avengers kitchen**

* * *

The five villains walked through Avengers tower until Scorpion started growling.

"Rrrragh, damn it where are they? You'd think it'd be easy finding a overly yelling old man and a bunch of walking bullseye's."

"Hey Titanium man, can't you scan the area or something" asked Trapster as was going through the fridge.

"I am trying, but it seems that Stark created some kind of jamming device inside the building." He answered.

"Maybe I'll have better luck if I wash through the vents" Hydro man suggested.

"Wait, silence you fools I hear something" Deathstrike growled, but then after a moment of silence she was suddenly kicked on the back of the head. When she hit the ground the other villains it was Rogue who delivered the blow. Then elbowed Trapster in the face, Titanium man tried to blast her but Rogue grabbed his arm and threw him over her shoulder. Only to be hit by a cannon of water and sent straight to a wall. Rogue fell to her knees coughing up some water and saw Scorpion ready to strike her, as he swung his pincer claw at the mutant but she slid through his legs then proceeded to kick him at Hydro man. As the two villain landed on each other, Rogue ran out of kitchen to find the others. She ran and ran not daring to look behind, so she pressed on until she reached a door that looked familiar and smashed through it, she noticed the moment she burst through everyone was giving her questioning and worried stares.

"Rogue? What's wrong soldier?" Captain America asked walking towards her. They noticed she was breathing heavily.

"We ...we got a problem, we need to-" Rogue was cut off as something literally cut into her back but Cap caught her before she hit the ground. He saw that Lady Deathstrike's bloody hand inches away from his face, until Havok blasted her at the wall. She stood back up ready to attack again until...

"Stay down ugly!" The Thing shouted running up to her and punching her across the room knocking her out cold. "And get a manicure while you're at it ...jezz.

"Rogue, are you alright?!" Beast yelled worried for her.

"Yeah ...it's just a scratch." She assured him, no doubt lying.

"A scratch?! There's a hole in your back!" Hawkeye shouted running to them with Falcon, Moonknight and She Hulk.

"Well there is nothing to fear now. The threat is over." Shang-Chi said calmly.

"N-No we're not out of the woods yet." Rogue said still in pain.

Just as Cap was about to ask why until Tigra, Pym, and Spider-woman walked in with the camera crew. As the three stared confusingly at the rest of the heroes the camera crew started recording, snapping pictures and a woman with her cameraman.

"This is Whitney Chang reporting live from Avengers tower where we see what looks like a Supervillain battle has accrued, Captain America do you have anything to comment on?" Whitney asked running up to Steve Rogers.

"Look everyone please remain calm, we everything under control" Cap couldn't finish as Daredevil spoke up.

"Wait! Everyone quiet! Don't you hear that?" He said as everyone started listening around the area.

*bang*, *bang* *BANG* *BANG* *KRANGG* "JAMESON!" Scorpion yelled tearing the wall down with the other villains behind him "It's time to die old man!

"Avengers protect the citizens! Shang-Chi, look after Rogue! AVENGERS ASSEMBLE!"

The heroes and villains charged at each other and began to brawl. Beast, Daredevil and Mockingbird were taking on Hydro man, Falcon, Tigra and Moonknight were battling Trapster, Captain America, Havok, She Hulk and Hank were trying their best to fend off Titanium man, and the Thing was duking it out with Scorpion while trying to protect Rogue, Shang-chi and civilians. Shang-chi had sweat dripping down his face as he stood in front of Rogue and the civilians because if Ben couldn't bring down Scorpion, it would be him who would have to face Scorpion as well as protect his friend and the innocent, during the fight Gargan knocked Ben to the ground but in the corner of his eye he saw Shang-Chi leaped to the air trying to deliver a kick from above, but the villain raised his tail so the kick collided with it, he wacked Shang-Chi to the ground then kicked him at the Thing.

"Well, well who do I kill first? The eggheads? The paparazzi? The X-girl? No ...how about the old people! Starting with Jameson senior!" Gargan roared.

"No Gargan! You want your revenge on me for turning you into a freak?! Well come get me!" Jameson yelled.

"Old people it is. If you Spencer Smythe, tell him his son needs a new hobby." Scorpion smiled evilly as he raised his claw when suddenly...

"No!" a red and blue blur yelled kicking Scorpion in the head, and then jumped to the floor to reveal...

"SPIDER-MAN!" Rogue, Shang-Chi and Thing yelled in unison.

"Nobody is dying here! And when I'm around, no one dies! So enough of this!" Spidey shouted. But the green armored villain ignored the wall crawler and swung his tail at him which the web head easily dodged.

"Didn't you hear me Gargan?! I said ENOUGH!" Spiderman shouted punching Scorpion in the face. But Spidey's punch was so strong it took Gargan's jaw clean off. Everyone even the villains stood in shock over what Spiderman just did.

"My god, I always knew..." Jameson trailed off.

"Don't look May." Jameson senior told his wife.

"That poor man. So brutal." May Parker Jameson gasped.

_'His ...His was jaw was the only thing that didn't have any armor on it. And I just tore it clean off. Why ...Why did I do that? How could I be so irresponsible?'_ Spiderman thought as he looked from his hand covered in Gargan's blood to Gargan himself, then to see the shocked faces of everyone else.

"Oh hell with this! I'm getting out of here before he rips my head off!" Trapster screamed like a little girl and ran away. Even Hydro man seemed terrified.

"Hey, is it possible for guy who's made out of water to piss his pants? Because I'm pretty sure that's what I did right now." He said, but then noticed that Beast and the members of Horizon Labs grabbed a hose attached to a machine and sucked him into it. "OH COME ON!" he yelled before being completely sucked in.

As that was going on, Jameson walked up to Spidey.

"Knew you had it in you kid." He said putting his hand on Spiderman's shoulder.

Spiderman said nothing and continued to stare at his hand looking at all the blood _'it's not like you ever crossed the line before, it's harder than you think.'_ Rogue's words kept ringing in his head. What if she right? What if he did cross the line?

_'Gargan ...if he dies, it'll be by my hand ...my fault. What have I done? I-Spider Sense?!'_

He didn't have much time to think about it as a mechanical arm wrapped around his neck. Everyone turned to see Doc Ock was strangling Spiderman.

"Dagblast it! I distracted him!" Jameson cursed himself.

"C'mon mister mayor, you have to move now!" Spider-Woman said pulling him away.

"If anything happens to that wall crawling wonder, I'll never forgive myself!" Jameson cried as he was being pulled away both shocking and confusing Spider-Woman. She made a mental note to check her Skrull scanner latter.

"Well I must admit this is a rather unusual turn of events, I thought I'd never see the day where you would go this far, it's very enjoyable." Otto said lifting Spiderman off the floor. Captain America had thrown his shield at Doc Ock but Titanium man blasted it and Cap then lunged himself at the other heroes.

"This fight is for them and them alone." The iron villain said darkly.

"Falcon, Hawkeye and Moonknight, while Spidey's keeping Ock busy the three of us will get the civilians out." Havok called. As they were trying to get the people out mayor Jameson said something that shocked the three of them...

"Look at him, the brave fool

Spiderman tried to break free but another one of Octavius's arms Spidey's wrist.

"Now let's see what happens ...when you're the one hurting your friends." Doctor Octopus smirked as one of the three metallic figures pressed down on Spiderman's web-shooter and fired a few rounds of impacted webbing at his allies. Daredevil, Tigra and Beast were the ones struck by it.

"Impacted Webbing? That's meant for Supervillain not Superheroes!" Spiderman yelled at Doctor Octopus while trying break free of his hold.

"You are too concerned for others boy! If you were more like me, you'd be stronger but you hold back, you'd be smarter but you let others help you, you'd be a lion among sheep, you'd leading these fools! But no, you hide your true power all because of foolish old dead man's words!" Octavius growled glaring at Spiderman. "Where I on the other hand-"

But he was cut off as Peter finally breaking the grip of his metal armed enemy grabbed his coat.

"-Would go to any lengths. I ...I can't let you do this anymore Otto!" Peter shouted as he lunged them both to the nearest window.

"W-What do you think you're doing?!" Otto yelled as they were close to hitting it.

"Ending this here, and now!" Spidey said and finally...

**_KESHHH!_**

Both hero and villain were sent straight though the window and were falling down to street level fast.

"You fool! You'll kill us both!" Otto glared at the wed swinger.

"Seems we both have seconds to Otto! Practically seconds! Goodbye Otto!" Peter told him.

"NO! Get off of me!" Otto growled as he moved an arm to Peter's web-shooter again. This time aiming it at the ground, he fired a massive amount of webbing to the ground forming into something.

'What's he doing?' Spidey thought. 'Making me fire a web net from this height... would almost be as bad as the pavement. That pattern? Not just a web-cushion. An airbag like stuntmen use. I'd be clever if we weren't about to die.' And with that, they both hit the web-airbag causing a small crater under it and air coming out of the bag sending some cars flying. **(NOTE: I know that's not what really happened in the comic, but it's my vision and I did say it was AU in case you forgot.)** Both men were lying beaten and drained on the destroyed web and concrete, Spiderman's hand twitched and he slowly started to try standing up. But then suddenly two metal arms wrapped around his neck and two more wrap around his arms, Peter managed to turn his head looking behind him to see Doctor Octopus using his real legs to stand up which only served to shock Peter.

_'How is he standing? His body should be destroyed.'_ The red and blue hero thought. But his thought was cut short as the grip on his neck was tightening.

"Now it ends, now you lose, and now victory is mine!" Octavius said making his grip even tighter. "And if there's a chance, I will show my victory to the world, and your friends." He finished the smiled evilly.

"No, no, NOOOOO!" Spiderman screamed, and using all of his strength he ripped all four of Doctor Octopus's mechanical arms right off his back.

"RRAAAAAAHHHHHHHH" Octavius screamed as he felt the pain of having his mechanical arms ripped off.

**"THIS. ENDS. NOW!"** Spider-man yelled to the top of lungs delivering a full force, no holding back punch to Doctor Octopus's face.

Doc Ock was sent flying, hitting the ground hard creating a small crater.

"No! No! What have I done?! I... I... Otto!" Peter yelled as jumped over to Otto Octavius's dying body, when he landed on the ground he slowly walked over him, crouched down and held him up so he could face him.

"Otto just... just hold on, I'll get you help, we can fix this." Peter said trying to reassure his old friend.

"W-Why Peter? Why would you help me? Even after everything I've done to you? The broken man asked questioning the hero's logic.

"Because I have a duty, a duty that requires me to protect and save everyone, but it seems I've failed.

"I don't understand Peter."

"How can I protect save everyone, if I can't even save the life of an old friend and foe."

"..."

It was around this time Avengers and the civilians made it out of the building just in time to see a crowd was forming and the police arrived and trying to control the people forming up. The heroes moved in but some stopped when they saw what was happening with Spiderman holding Doctor Octopus dying body in his arms.

"What should we do cap?" asked Havok.

"Nothing. We're going to wait and see how this all plays out." Captain America said softly.

"Steve, are you sure?" Havok questioned looking at how this situation was going.

"Yes... like I told Jessica... this is just Spiderman paying his respects to an old foe, nothing more... nothing less."

Meanwhile Rogue, Shang-Chi, Thing, Tigra, and Daredevil were trying to see what was happening.

"Yo D,D can you see anything?" Thing asked trying to move from the crowd without hurting anyone.

"I see two heart beats, one very faint." Daredevil answered.

"Octavius?" Shang-Chi questioned.

"Yes, but he seems to be dying faster then he should." The man without fear brought up.

"Whoa! Do ya mean that Spidey-" Thing couldn't finish as Shang-chi spoke up.

"No, it's impossible. Spiderman would never ...kill him, would he?" Shang-Chi tried to say something in Spiderman's defence.

"Tigra, what can you see or hear what's going on?" asked Rogue as she tried to look but people kept getting her way.

"Yes I can see, but no I can't hear. But I think Daredevil's right it... it looks like Octavius is dying. And it looks him and Spidey are... just talking." Tigra told her giving a confused look at the last part while Rogue gave a worried look.

"When I became Spiderman I vowed to make sure no ended up like my uncle, I've countless lives, made hard choices, done what any sane person would insane, and you know what, I'd wouldn't change any of it. And even everything I've been though, I'd do it all again."

"Y-You would do it all again?!"

"Yes Otto."

Even me? Save me even after I almost killed everyone you care for?"

Yes Otto. It's who I am."

"Y-Yes, of course it is. Because of those words my dear old friend came up with. 'With Great Power There Must-"

"-Must Also Come Great Responsibility'." Peter finished.

"Yes. P-Peter, take this." Otto says as his hand weakly moves to his coat pocket took something out of it.

"What's this?" Peter asked as he looked at the object.

"I-It is the a-access cord for my lair, you were right, my legacy is nothing. But your legacy, is just beginning. Go to my lair, take anything you want, live well, and know t-that... I am sorry."

"I... I can't I-"

"Please take it. Use it to become better than ever. Don't do it me, do it for your uncle, do it for your friends, do it for family, and more importantly, do it for her..." Otto stopped talking, his jaw slowly opened and head slowly turned to the side.

"Otto..." trailed off as he realized what happened, he let out a deep breath and gently let Octavius to the ground and slowly stood up. Everyone around stood in science over what just happened.

Doctor Octopus has died.

Spiderman looked behind him to see the shocked expressions of the people, and the Avengers and decided...

'I can't stay here.' Spiderman thought. Then a moment later he jumped in the air and swung away.

**Authors notes PLEASE READ:**** so here a new story I've wrote. If you have questions please feel free to ask. Until then, review and see you in the next chapter.**


	2. 15 (point)1

**Just a quick question everyone, should have Spidey wear the new Superior suit later in the Story? Or should I just stick with the first one?**

**And just to answer a question who A-BOMBLIKEABOSS asked me about that line the Thing said, yes that line was from Ultimate Alliance 2. But how could I not put that line in here.**

**Sorry this chapter is short but it's supposed to be telling what should've happened in both Amazing Spider-man and Avenging Spider-man 15.1.**

**I do not own Marvel**

* * *

"Agh"

Peter Parker awoke from his uneasy sleep, as got up from the bed and moved to the bathroom and just stared at the mirror.

'My name is Peter Parker and I... I just killed Doctor Octopus' Peter thought fearfully.

* * *

**Moments latter**

_Peter's P.O.V_

I'm on the phone talking to Max letting him I'm going to be late for work at Horizon Labs today. He tell me it's fine as long as I can make up for it some other day. I get my costume on and swinging through city, it's been a crazy past couple months Norman Osborn is in a coma thanks to fighting both Avengers teams, the Avengers verses the X-men fighting over the phoenix with Cyclops going crazy, I understand wanting to help your people, but starting a war isn't right in every way, now there's a new Avengers called the Uncanny Avengers lead by both Captain America and Havok and...

The final battle between Spiderman and Doctor Octopus. I can hardly believe what had just happened yesterday. I once knew Otto Octavius as my teacher when I was young, he would used to teach me all about science whenever Uncle Ben would bring me to summer school. He and my uncle were best friends growing up so it only makes the guilt grow even more. I swing though for a few hours to find there wasn't any crime today. I guess everyone heard about what happened yesterday and was too scared to step outside.

"Well it looks like I'll be able to make it to work after all." I say as I jump off the building I find an alley to change in and start walking down the street and I start to think about what Octavius gave me. I pull the access card out of my pocket and just stare at it.

_'It's the access cord to my lair'_

_'Take anything you want'_

_'You were right, my legacy is nothing, but your legacy is just beginning' _every last word that Otto said I can remember and I'm not sure what to do. Should I go find Octavius's lair? Or should I leave it alone? What should I do? I-"

"Somebody, stop that guy!" a man yelled as I see a thief running out of a store with a bag of money on his shoulder and running near me.

_'It's just like that night all those years ago, I had an argument with my uncle and I walked out and went to buy some milk from a store just like this one and didn't even stop the crook. But this time...'_

I held my arm to the right and the crook ran right in to it, knocking myself out and falling to the ground.

_'This time I choose to stop it.'_ I think to myself as I look at the crooks unconscious body. I stare at it remembering the past then move on to Horizon Labs. I make it there, walk in and pass by a couple of my co-workers without saying a word and walk in my lab and take a good look around, and it's a mess. I even remember the last time I used my lab since Octavius tried to destroy the planet and I put all my effort to stop him. And it worked but at the cost of my friend and ally Silver Sable. I failed her like I've failed so many others, and now I failed to save the life of one my enemies, so what happens now? I sit down on my chair and take a helmet from my desk, it was the helmet I used to take control of Octavius's Octo-bots during the whole Spider-Island thing. I hold up the helmet and stare at it for awhile until I look away and look at the tech I built for Spider-man duties and look back at the helmet the back at my tech, only to have myself taken a deep breath.

_'Okay Otto, let's see what you have.'_

Later I find myself jumping in the river and swimming to one of the swear entries, ripping it open and going through it. I swim a bit longer until I find a surface to walk on, and I walked, I walked until I came across a dead end. I tap the wall beside me and a computer terminal opened from the wall.

_'That's Otto Octavius for you. Leave the access panel in the easiest spot to find.'_ I sigh to myself as I shake my head. I take the access code that was in my glove out and plug it in the slot and numbers started going everywhere.

_\\\Access granted. Welcome back Doctor Octavius./_ an AI voice said as the wall opened. When the wall door finally opened I walked through it with widened eyes as I see all this technology that would make Tony Stark, Reed Richards, Bruce Banner, and Beast all Jealous. And it was mine now? This all belongs to me? However I couldn't think about it anymore as my Spider-Sense was going off.

_'Spider-Sense?!'_

I jump out of the way from the attack and I see several human sized Octo-bots charging up and preparing to attack. A security system, great.

_/Attention intruder\\\_ a voice said as I turn my head to see a recording of Doctor Octopus's face with an evil smile. That's the last thing I need right now.

_/You have foolishly walked in to my lair on your attendance. The lair of Doctor Octopus! Now it's time to face the consequences of your actions. Farewell fool.\\\_ The recording finished and the robots started to me, I dodge trying to keep my distance from the technology. What's the point in coming here if all of it gets destroyed? So I keep the fight at the entrance hoping nothing gets damaged. As the fight continues I start to remember all the times I have fought against Doctor Octopus. From our first battle, and to our last. And it's only proven one thing...

_'I have to be better, better then I was before'_ I say inside my head as I destroy the last of the robots.

_\\\As you breathe your last breaths, just remind yourself, it could have ended no other way. For you pitted yourself against the genius, the might of Doctor Octopus!/_

"Otto you damn fool. You could've used all your 'genius', all your technology, ALL of this to do some real good for the world. But you abused it, made it all for yourself, and tried to destroy the planet! Well guess what, it's mine now, and I'm gonna do some real good with it. I am going to be better than ever. I'm gonna be a better Spider-man." I say to myself as I punch the video screen.

* * *

**One day later**

I stand in my apartment as I finally finished making my Spider-man costume and am putting it on. It was similar to first one, only this time the suit is red and black, the web pattern of my new suit is slightly different, the line the connected the shoulder to the wrist was gone leaving only the black (If you seen the suit you know what I'm talking about.) Both spiders on my chest and back are slightly different, I put small tiny claws on all my figures and both my big toes, if I'm gonna be better I have to act better, I put in built scanners in my mask lenses so I can get a better reading on fighting crime and watch the city as well have an built in communicator for anyone to contact me, The Avenger, X-men, Fantastic Four etc, I also had built in radio so if the police report a crime is being committed I'll the first to get it, and finally I made a little nose piece on my new mask, everyone for some reason just loves to punch me in my face so this will protect me from face shots. As I am putting it on my mask the emergency radio is working.

_\\\All units, all units, break in at the national bank, suspects are considered armed and very dangerous/_

"Time for work." I say to myself and jump out the window.

"I am no longer The Amazing Spider-man. I am now THE SUPERIOR SPIDER-MAN!"

* * *

**And that's it for this chapter. Again sorry this chapter was short but like I said it's supposed to be really happened in Avenging Spider-man 15.1. until then prepare your selves for the next chapter.**


	3. Forming a Team and New Sinister Six

_**Chapter three**_

_Authors Notes PLEASE READ!: _**I would just like to say that I see no problem with borrowing some ideas from this story. But I would need to know what ideas you plan to borrow because I do have a few of my own Ideas, and would like to see them posted. But like I said I don't have a problem with it. I'm glad some people are inspired by my story. Thanks I mean that. If you have any questions please feel to message me. And thanks again. It's nice to know there are people who like my stories.**

**Since you all demanded it, the Purifiers are going to be in this story, they are going to be in later chapters but they in this story. I assure you.**

**Should I keep the first superior costume for the story? Or in later chapters should I bring the second/new superior suit?**

**And finally, to answer all your questions out there, the heroes who will be joining Spidey on his team will be revealed in this chapter, as well in later chapters a few others will also be joining him.**

**And as we all know, I do not own marvel.**

* * *

"Officers down at Empire State University! We're under heavy fire! Repeat: Officers down!" A police officer yelled through his com. "The science building on 11TH and Greenwich! We need additional backup! Hurry! And don't send any more of those armored Super-Cops! They're useless! The perps here have ray-guns and boomerangs! Yeah, you heard me, exploding boomerangs!" The cop yelled once as three super villains were bashing away with the police. One was wearing a dark blue and white costume with

"Speed Demon, keep the exit clear." The villain known as Boomerang commanded the villain known as Speed Demon.

"Heard you. Did it. Doing it again. What's next?" Speed Demon asked as he was running down a couple of the armored cops.

"Shocker, cover him. Living Brain and Beetle, Status." Boomerang commanded once more as to two other super villains were coming out of the burning building. One was a green looking robot and the other was a woman in what looked like the original Beetle costume.

\\\WHRR—CLICK. OBJECTIVE COMPLETE. BAROMETRIC OSCILLATOR ACWUIRED./ The robot villain known as the Living Brain reported in as it wheeled out of the building.

"We got your dingus, boss. Now call in your wheelman and let's get out of here." Lady Beetle said as she flew out then out of nowhere a giant wheel was falling towards them.

"That's "BIG" Wheelman to you, lady." The villain known Overdrive corrected.

A few Officers managed to jumped out of the way from the circle "HOLY-"

"-YOINKS!" Overdrive cut in.

"You're an idiot Overdrive. Y'know that? Who pimps out the big wheel and uses it as a getaway car?" Shocker asked annoyed at this situation.

"Oh I don't know. Maybe someone who wants the coolest getaway car ever?" Overdrive laughed.

"Enough you two, back to base, you all did good. Looks like we can chalk this up as the first of many victories, for the **ALL NEW SINISTER SIX!**" Boomerang said as they all gathered together. But unfortunately for them, a very certain someone over heard them.

"**OH COME ON!"** Someone shouted from a distance.

"Who-" Boomerang questioned but was immediately cut off.

"This is the last thing I need in my life right now!" the six looked up and saw the newly dressed superior hero.

"Alright than "All new Sinister Six", let's see how you'll do against the all new SUPERIOR SPIDR-MAN!" Spiderman shouted charging right at the villains. Spidey swung down kick the new beetle in the face and webbing the big wheel's windshield and landed to the ground and examined his opponents.

"Ok, bad news is, there's a new Sinister Six, good news is, it's just a bunch of my D-list villains so nothing to worry about." The web head didn't realize it, but he just said that out loud.

"What's that supposed to mean webs?" Boomerang hissed through his teeth.

"Well no offence... actually a lot of offence, you're idiots." Spider-man said plainly.

"HEY!" They all shouted.

"Yeah, well... well you're stupid!" Speed Demon yelled and as he finished his protest, the other villains gave an 'are you serious look' at him.

"And just like that you've made every one of the Human Torch's insults at me look and sound like a masterpiece." Spider-man said already annoyed with the six villains. His first day as the brand new him, and this is what he gets.

"THAT'S IT! WASTE HIM!" Boomerang commanded as he threw one of his trademark boomerangs at the web swinger.

"I'll show you who's an idiot! Suck on these webs!" Shocker yelled as he fired his blasters.

"You kicked me in the face you asshole! That f***ing hurt! Now you're gonna pay!" fem Beetle shouted as she fired her energy beams at our hero. The Living brain tried attack Spider-man from behind, but thanks to the wall crawlers Spider-sense and newly inbuilt scanners he managed to dodge and all three attacks hit the green robotic villain.

\\\AAAAHHHHHH! WHY WAS UNIT BUILT WITH PAIN RECEPTORS?! WWWHHHYYYyyyyy.../ Living Brain complained as he shut down.

"Okay, one down, five more to go, come on, let's go!" Spider-man challenged. Just then Speed Demon was charging from behind.

"Alright webs, you asked for it!" The fast villain roared as he run up to the red and black clad hero. Before Spidey could dodge the villain delivered several punches at Spider-man's face and finally kicking him in the face. But what scared all the villains was that the web headed hero didn't even flinch. All he did is rub his face a little.

'_Ahhh thank you new mask, I knew that nose piece was a good idea.'_ Peter thought then looked at the shocked faces of his opponents and held the urge to laugh. _'heh, heh, okay let's see what I can do with this.'_

"Thank you sir, would you like another?" Spider-man asked not even looking at Speed Demon.

"Wait don't you mean, 'may I have another?'" S, D questioned.

"Alright then." Spidey smirked.

"Wait, wha-*SMACK*! Faster than anyone saw, Spidey punched Speed Demon right off the ground, and he smashed right into Shocker.

"Alright, who's next?" Spider-man challenged. But then his spider-sense kicked in and jumped out of the way from an exploding boomerang, but then another one struck his back causing him to hit the ground.

"...ow..." Spider-man muttered, and suddenly felt a boomerang wrap around his neck. He could hear Boomerang laugh from behind him, and it made the web head glare in anger. His tiny claws extended from his finger tips then shot back, head butting Boomerang's face, then Spidey shot his arm out and scratched Boomerang's chest.

"YYWWOO!" Boomerang yelled as he was cut. "Wha?! Since when does Spider-man do that?! Screw this, everyone back to base!" And with that, five villains run off leaving the shutdown Living Brain behind. Spiderman was about to give chase...

"FREEZE WEB HEAD!" Spider-man turned around to see the police had gathered around and were points their guns at Spider-man!

"You're under arrest for murder wall crawler!" an officer said still pointing his gun the red and black hero. Spider-man anger only rose, he really hated when he saved the day and everyone hated him for it.

"Stand down men" they all turned to another officer who was probably the commanding officer.

"B-But sir he-"

"-Just SAVED all of us from those villains, and took one of them down, so show some respect. Now stand down!" the officer commanded.

"...Yes sir."

"I apologize, Spider-man, it's been a strange few months and after hearing about what happened with Doctor Octopus, the boys are getting a little concerned about it." The officer said walking up to Spidey.

"It's alright Officer, I'm used to it." Spidey said but then turning his attention to the down Living Brain.

'_Hmmm, that technology was abused and made for evil, when it could have been used for so much more. In the right hands, it can be.'_ Spidey thought still looking at the robot.

"Is there anything you need web head?" the cop asked as Spiderman Was looking away from him.

"Actually officer, there is. The Living Brain over there, I need it delivered over to Horizon Labs. I have a 'friend' who would like to study it, and put it to good use. I'll let 'him' know if you're coming." Spider-man informed him.

"Well seeing how you saved this god damned world more times than I can count, sure alright, I'll have some men haul it over there." The cop answered.

"Great, thank you. I'll be on my way now." Spidey said and jumped in the air firing a web line and started swinging over to Horizon Labs.

* * *

**Avenger Mansion:**

After the recent battle at Avengers Tower, both Avenger teams had to share Avengers Mansion. And currently the Uncanny Avengers were gathered in the war room **(Or at least I think it's called the war room)** because Captain America had called them to discuss a certain... problem.

"AH CAN'T BELIEVE THIS!" Rogue shouted as she walked in and slammed a news paper on the table.

"Has the entire city gone crazy?!" She yelled one more time as she threw the paper at Havok, which he caught. They all read the headline and understood what she meant.

'_Spider-man kills Doctor Octopus!'_ the headline read as it shows a picture of Spider-man punching Octavius straight in the face. _'Spider-man wanted for questioning as the anti-Spider-man unit awaits Mayor Jameson's word.'_ The headline finished and everyone started looking at each other and had no idea what to say until Wanda aka The Scarlet Witch broke the silence.

"I have to agree with Rogue on this one Steve." She started. "We've all known Spider-man for a long time, and I think we should support him. He did just lose another person in his life, even if that person was at best his greatest enemy." She finished.

"I don't know about all of ya, but I'm glad webs finally put a end to Octavius. You all know what Octavius did and what he was still capable of. The worlds better off without that bastard." Wolverine said with no emotion.

"Ouch Logan, don't you think that's going a little too far?" Wasp asked hoping he wasn't planning going up to Spider-man and saying that.

"No. I'm running school of kids, in a world where that madman tried to kill EVERYONE on it. The sooner webs stops crying over it just 'cause that fat ass and his bloody uncle were buddies the better. Even if I have to nail it in his webbed head." Logan said strongly which had some worried glances form the others and a glare from Rogue.

"That's enough Logan. The last thing we need is a reason for you and Pete tearing up the city trying to kill each other." Captain America said firmly which Wolverine only grunted at.

"In any case someone should keep an eye on him just to make sure he doesn't do anything rash." Cap suggested.

"Don't you think that's going a bit too far cap?" Wonder-man brought up not wanting to give Spider-man a reason to hate them.

"Indeed Captain, you make it sound there no trust to be had with Spider-man" Sunfire said agreeing with Wonder man.

Cap sighed "It's not that I don't trust him. I just think that it's best to watch over him in case something happens." The Living Legend tried to tell them. But Rogue just got off her seat and walked over to the door.

"Rogue?" Havok questioned at her sudden action.

"Ah'm gonna do what all ya'll should be doing right now. Comforting him. He's always been there for us when we need it. He's even helped those who didn't deserve it. Now you're tellin' meh that just because what the city writes in its damn paper, we're going to spy on him?! NO! Ah'm going to be the friend he needs. Why? Because he'd do it for us, hell he's already done it for meh and the X-men. Now it's time someone helped him." And with that Rogue walked out the meeting room and left to find Spider-man.

* * *

**Horizon Labs:**

Peter Parker was walking through the halls of Horizon Labs, carrying the robotic body of the Living Brain to lab when his co-worker Grady Scraps walked over to him.

"Hey Pete I just heard the craziest that you brought- holy crap it's true, you have the Living Brain with you! Dude, let me help you with that." Grady told him wanting to get a look at the system that made the green robot tick.

"Sure, you can help me get it in lab. It's 'Spider-man' business and he said it was important." Peter said as he grabbed the other end of the robot.

"Sure man, no problem." Grady replied.

* * *

**Horizon Labs lobby:**

Uatu was pacing through the lobby trying to figure out why the cops were transporting something over in Parker's lab. He was pushed out of his thoughts however as he heard someone call him.

"Excuse me." A female voice said behind him. He turned around to see it was in fast a woman. She was wearing a purple shirt, black jeans, a brown jacket, sunglasses, and a baseball hat.

"Um yes?" He replied not knowing what woman wanted.

"I'm looking for someone, and I was hoping he was here."

"And who might that be?" He asked having a pretty good idea who she was looking for. He wasn't stupid. There was really only one reason why people came here anymore.

* * *

**Peter's Lab:**

Peter was in his lab setting the Living brain on his lab table when Max Modell walked in.

"Peter, a word please?" Max asked.

"Sure Max, What's up?" Peter replied not taking his eyes off his work.

"Grady, can you gives us a moment please?" Modell asked turning his head .to Grady

"Uh sure boss." And with that he left the lab.

"So max what did you want to talk about?" Peter asked hoping this wasn't going where he thought this was going.

"Peter... it's about your work here. And your work with Spider-man. You see the more I see it, you're building weapons. Yes for Spider-man, and yes for good. It's just that... I never intended my company to be-"

"You can stop right there Max, I know where you are going with this." Peter sighed.

"Look Peter I-"

"All I ask is you trust me. And don't worry, do I sound like I'm trying to endanger you or anyone else here?" Peter asked frowning a bit.

"No, of course not. I am just worried that this may cause concern to-"

"Parker, you got a visitor." Uatu said waking into the lab as the other two turned their heads to him.

"A visitor?" Peter questioned. Who would want to see him right now? Just then the woman from the lobby walked and waved to him. Max turned his head back and forth between them and cleared his throat.

"Ahem, well Peter we will continue this conversation later but right now I have work to do, come along Uatu." Max said putting his hand on boy's shoulder and walked out leaving Peter and the woman alone.

"So uh, do I know-" he was cut off however as she shot out and hugged him then let go. Peter was about say something

"Are you okay? Ah wanted to see how you were holding up everything that happened." The woman said backing away and removing her hat and sunglasses to reveal a very familiar face...

"What the- Rogue?!" Peter questioned n shock. Out of all the things that happened today, he wasn't expecting this.

"You were expecting maybe Clark Kent?" Rogue joked smirking at his reaction.

"No, I wasn't expecting anyone honestly. But at least this proves the whole glasses thing actually works." He said while putting on a headset.

"Well, the difference is these are sunglasses and Ah was wearing a hat to cover up mah hair, and Ah'm good at pulling off an American accent. So there's another bonus. And even though Ah don't have a secret identity Ah think it would be pretty weird if people saw the X-man Rogue walking into Horizon Labs for some reason." She explained

"To be fair, that does make sense." Peter said shrugging his shoulders.

And even though you weren't expecting anyone, Ah felt like someone had come and check up on you."

"What do you mean?"

"Peter, you must've seen the paper. Everyone thinks you killed Octavius. Ah know you're bad, and don't lie because ah know. Ah... ah just want to help you, like you helped all of us." Rogue said with a sad look on her face.

"I appreciate it Rogue, really. But you don't have to worry." Peter assured her trying to hide some guilt.

"Peter please, don't try to hide you're... Peter why is the Living Brain here?" she asked turning her attention to the shut down robot.

"I decided to bring him here for study after I fought the new Sinister Six." Peter calmly said. But Rogue on the other hand was shocked.

"There's a new Sinister Six?!" she gasped. It had only been a few months since the old Six nearly destroyed the planet and the last thing everyone needed right now was a new Six to try and do the same thing.

"Well, five now anyway, as you can see I took down Living Brain and brought him, as for the other five, I'm currently listening in on them while I'm speaking with you." Peter said nonchalantly as he tapped the headset on his ear, but Rogue took this information... not so well.

"What?! B-But how?" Rogue asked in shock.

"You see, when I was fighting them, I played a mind game with one of them. When he was distracted I punched him. But what they didn't see is that I placed one of my new Spider-Tracers on him, the good thing with my new ones is that have a cloaking devise in them so it's easier to hide, and finally I'm able listen in on what they're saying." Peter explained with a smirk on his face as he remembered how he punched Speed Demon.

"B-But how did you-"

"Call it a final gift from Octavius."

"W-What?"

"Before he died, he gave me the location of his lair. Everything there is now mine. And I plan to use it to be a better Spider-man. A Superior Spider-man. And worry, I have ideas where to relocate his technology for base of operations."

"But if you know where the new Six is, why don't go after them?"

"I thought of that actually, but then I thought 'if I know what they're planning and what they're next target is sooo..." he trailed off.

"...It would be easier to set a trap for them." She finished. "That's actually a good idea Pete. Where are going to hit next?"

"Right here, at Horizon Labs."

"W-What, but why are they going to strike here?"

"Something about gathering more technology, also retrieving the Living Brain as well."

Now Rogue was definitely a little worried. They were stealing technology? It was just like the old Six. Stealing tech and using it to destroy the would rather than take over. It made her sweat a little.

"Well, you can count meh in. Ah'm not risking another Sinister Six take over." She said firmly.

"No, Rogue you don't-"

"Ohhh don't even try and stop meh Peter Parker." Rogue started pointing her figure right at his face. "Ah'm helping, and you can't stop meh." She finished as she crossed her arms and smirked.

"*sigh* Alright. But we're going to need help if we want to surprise them."

"Who do you have in mind?"

"I don't know. I'll think of something. In the meantime I'll come up with a plan. They said they would be here by 9:00 pm tonight, so it gives us a bit of time."

"Sounds good. Ah'll-" she was cut off however as her phone started ringing "hold on a second Pete." She took her phone out her pocket and answered it "*beep* hello... Kitty? Wha- whoa, whoa, Kitty calm down what... what are you... okay calm down... okay... okay... okay, look Ah'll be there in awhile." Rogue hung up the phone and sighed, then looked at Peter as he looked concerned. **(Note: Take a guess what phone call was about.)**

"Is everything alright?" asked Peter walking over to her.

"I don't know, Kitty called and started yelling crap that didn't Ah couldn't understand, Ah'll be back in time for the ass kicking tonight, so don't worry. Well, see ya later."

"Alright, see you." Peter replied. And with that Rogue left while putting hat, and sunglasses back on. When she left, Peter sighed and went back to his work.

'_I hope this whole 'Superior Spider-man' thing works out in the end.'_ The hero thought. Then he picked up his phone and started to call for back up.

* * *

**9:00 O-Clock PM Horizon Labs.**

It was calm and peaceful night in New York City tonight. Until...

'_**CRASH!'**_

...Of course. The new Sinister Six **(Or five)** just smashed through a wall in Horizon Labs with The Big Wheel, and they were looking to steal whatever they could find.

"Alright, grab whatever technology you find. And while you're at it, someone find Living Brain." Boomerang ordered as he jumped off the wheel. And with that for at least five minutes the other villains returned with some tech in their hands.

"Okay everyone, mission accomplished! Let's head-hey wait. Where's Brain?" the D-list villain leader suddenly brought up.

"Don't know, I run through this entire building, and I found no trace of him." Said Speed Demon.

"Rrrgg, whatever let's get out here before the cops or the web-head shows up." He ordered again, and they **(and wheel)** off. But they got outside, they saw that they were surrounded by a blockade of web.

"Wh-What the hell?! Where did this come from?!" Shocker yelled freaking out at this.

"Hello boys... and girl." A voice they hated greeted. They looked up and saw Spider-man sitting on one of the web lines.

"The web-head!"

"The wall-crawler!"

"The web-swinger!"

"Idiot with bad jokes!"

"No. I am The Superior Spider-man!" Spider-man corrected and jumped down to ground level with his arms crossed. And the villains prepared to fight their web headed foe

"Well, who's going to make the first move?" Spidey challenged.

"That's it web-head I've had it!" Speed Demon shouted. "I'm going to punch you like no one has ever been punched before! You love to make jokes-

'Oh good, I just "love" his douchey speeches' Spidey thought to himself as the fast villain kept rambling. As the villain got closer a red boot tripped him, causing S-D to fall face first on the ground. The other villains turned to see the one who tripped their comrade was The Man Without Fear...

Daredevil.

"Well what do you know, he bought it. Nice plan Spider-man." Daredevil complemented.

"Told you he'd fall for it." Spidey said firing some web at Speed Demon sticking him to the ground.

"Well who's next?" D,D asked spinning his bow staff in his hands.

"YYYYYYYYYYYAAAAAAAAAAAHHHHHHHHHHH" Shocker screamed running up to them with his blasters charging. But then an arm appeared in front of him and he ran into it. And doing so caused him to fly off his feet and hit ground.

"...ow..." The yellow and brown clad villain muttered. Everyone turned to see the man who beat Shocker to a pulp was The Master of Kung-Fu...

Shang-Chi.

"Good plan, louring them into a trap my friend. It seems you have learned a few things from the past." Shang-Chi said turning his head to Spider-man and Daredevil.

Boomerang readied one of his ranges and was about to throw it until the Big Wheel was suddenly lifted in the air and was slammed on its side. Boomerang saw it was...

The Thing of the Fantastic Four who took down Overdrive.

"Oh F*** no! I just got this baby painted!" Overdrive complained as he was thinking how much it's going to cost to get the wheel repainted.

The lady Beetle stepped back a bit, but then felt taps on her shoulders, she slowly turned around to see...

The mutant X-man(woman) Rogue, and the tiger lady Tigra. Who were both smiling as they cracked their knuckles while smiling. The female heroes reared their fists back and punched the female villain straight in the face knocking her out cold. Boomerang was sweating bullets as he looked around at his downed team and the group of heroes surrounding him.

"H-How... how did you know about our plan i-it was flawless! And-

"I may not that much of a techy, but even could figure out what you were planning." Thing started.

"W-Wha...?"

"Seriously, part for weather manipulation?" Shang-Chi asked while pinching to bridge of his nose.

"B-B-B-But?"

"What were you gonna do, blackmail the city with a tornado?" Tigra snickered a bit.

"S-Shut up! It was a good plan!" Boomerang complained.

"That tech was meant to be used for good, not evil." Spider-man started. "oh and one more thing..." Spidey finished as he punched the D-list villain in the face knocking out cold.

"Well that's the end of that." Daredevil brought noticing the cops just showed up. "And when did the police get here?"

"I called them here." Spidey everyone turned to him. "I figured it was best way to make sure they didn't get away after we left." He explained.

"So... I guess we're done here." Tigra thought out loud. The others thought the same thing, until...

"Not quite." Spider-man interjected. "I have... something else in mind." Now they interested in he was saying.

Queens New York. Abandoned Warehouse:

"Well, here we are." Spidey said opening the garage doors allowing the other heroes to enter the warehouse.

"This is your hideout webs?" The Thing asked looking around the abandoned warehouse.

"It was when I was in high school. I'm thinking using it again

"using it for what, exactly?" Asked Tigra with an eyebrow raised.

"A base of operations. And for housing all Octavius's technology."

"How did you get your hands on Octavius's tech?" Daredevil asked surprised.

"Long story, I'll explain later. That is... if you join up with me."

"Pardon?" Shang-Chi questioned.

"Look... I can't work alone any more. I used to think that working would better for everyone. But after recent events, I was proven wrong. So I ask all of you, will you work with to keep the city and the world safe?" Spider-man asked, and after finishing his speech, he put his hand in front of him. the other heroes just stared at each not expecting this. Being asked to join a team with Spider-man as the leader? Who'd a thonk it. They didn't know how to responded, until Rogue stood foreword, putting her hand on Spidey's.

"Ah'll join you." She said softly with a smile on her face. Then Shang-Chi stood foreword.

"As always, it's an honor to fight beside you my friend." He said putting his hand on the other two hands.

"Eh why not, always wanted an excuse to get in street fights" the Thing chuckled putting his hand upon theirs.

"I'm down with it." That was Tigra had to before putting her hand with theirs. They turned to Daredevil still hadn't moved.

"Well Matt, what do you say?" asked the wall crawler.

All D,D did was shrug his shoulders and put his hand on theirs and said...

"I'm in."

They removed their hand and looked at Spider-man.

"So what do we call ourselves now 'Spider-man and his Amazing Friends'?" Tigra giggled.

"No. We are, A Superior Team."

* * *

_Authors Notes PLEASE READ!:_ **Ok, guys that's it. Long chapter wasn't it? Well there's more where that came from.**

**Now here are some of the heroes who are on Spidey team so far. There are going to be other heroes who join up in his team in later, and YOU get to recommend some! Now doesn't that sound fun.**

**Well away, if you're reading that's good because you need to know some things.**

**Here are some names for some events that are going to take place in this story.**

_-A chance to purify the Purifiers._

_-Just One Day Off?_

_-Turning back and no Turning back._

_-Sins of the Fathers._

_-Two of the Same Life._

_-Ghosts in the Family._

**These are just some of events that will come to be written by me, and read by you.**

**Here are the names and the summaries for the possible stories to come.**

**And now for some-what possible, maybe, I'll think about it future stories.**

_**-To SAVE a Mockingbird:**_

_Before Bobbie was shot, Spider-man takes the bullet for her. Amazed by this selfless act Bobbie Morse slowly starts to fall for Peter Parker, The Amazing Spider-man. But can Spidey protect her from someone who seeks a deadly revenge against him for a crime he claims Ben Reilly committed? (Spider-manxMockingbird-PeterxBobbie) -__**(Avengers fic.)**_

_**-Mighty Avengers-Threats of a New Level:**_

_The Avengers have decided to have everyone put in a small groups/team so in case they're needed in several parts in the world. But happens when a new threat comes into our heroes lives? A lot of AU so that means no civil war, no Avengers vs X-men, the whole 'no more mutants' thing never happened, no Dark Avengers, it's just good-old fashioned story telling done by me, so don't get upset or mad. Know what you're getting into. One coming soon character in the comics, and some OC as well. Please give it a chance. -__**(Avengers fic.)**_

_**-Eight armed Heroism:**_

_Otto Octavius meant what he said about being a hero when he became Spider-man. So he decides to hang around most of Peter Parker's Super Hero friends to see what he can learn from this new life. –Different take on The Superior Spider-man. -Good Otto in this story. __**-(Spider-man & Avengers fic.)**_

_**-Marvel vs Capcom Wrath of the Mask:**_

_It's been one year since the heroes have defeated Galactus, and they have lived their lives peacefully ever since. But now. An unknown person of unbelievable power is killing the world's greatest villains for a new organization that now controls all the crime in the world. And at the same time, Albert Wesker has come up with a plan to destroy the heroes once and for all.-some OC are involved. -__**(Marvel vs Capcom fic.)**_

**These are just a few ideas for different stories PLEASE tell what you think.**

**No seriously tell me, I need to know.**

**Tell me if you want to see one, or all of these possible stories.**

**Please review, comment, and have a great day.**


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